EXHIBIT 4.4
NOTE GUARANTEE
For value received, the undersigned hereby, jointly and severally with all
other Guarantors of the Notes, unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Issuer hereunder or thereunder,
that: (a) the principal of, interest, premium and Liquidated Damages, if any, on
the Notes shall be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same shall be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the undersigned shall be jointly and severally obligated with all other
Guarantors to pay the same immediately. The undersigned agrees that that this is
a guarantee of payment and not a guarantee of collection.
This Note Guarantee will become effective in accordance with the Indenture
and its terms shall be evidenced therein. The validity and enforceability of
this Note Guarantee shall not be affected by the fact that it is not affixed to
any particular Note. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Indenture dated as of November 23, 2005,
among Sunshine Acquisition II, Inc., a Delaware corporation, SS&C Technologies
Inc., a Delaware corporation, the Guarantors party thereto and Xxxxx Fargo Bank,
National Association, as trustee, as supplemented by the First Supplemental
Indenture dated as of April 27th, 2006 (as further amended or supplemented, the
"Indenture").
THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned xxxxxx agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Note Guarantee.
This Note Guarantee is subordinated in right of payment, in the manner and
to the extent set forth in the Indenture, to the prior payment in full in cash
or Cash Equivalents of all Guarantor Senior Debt, whether outstanding on the
date of the Indenture or thereafter created, incurred, assumed or guarantee.
This Note Guarantee is subject to release upon the terms set forth in the
Indenture.
COGENT MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and
Treasurer
[Note Guarantee]
